EXHIBIT D

Form of Assumption and Assignment Notice

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF TENNESSEE NASHVILLE DIVISION -----------------------------------------------------------------------IN RE: ) ) Chapter 11 CHURCH STREET HEALTH MANAGEMENT, LLC, ) ) Case No. 12-01573 et al. 1 ) Debtors ) (Jointly Administered) -----------------------------------------------------------------------NOTICE OF (I) DEBTORS INTENT TO ASSUME AND ASSIGN CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES RELATED TO THEIR BUSINESSES AND (II) CURE COSTS PLEASE TAKE NOTICE that, Church Street Health Management, LLC, Small Smiles Holding Company, LLC, FORBA NY, LLC, FORBA Services, Inc., and EEHC, Inc. (collectively, the Sellers) have requested that the United States Bankruptcy Court for the Middle District of Tennessee (the Bankruptcy Court), approve an order (the Bidding Procedures Order) authorizing the Debtors to conduct an auction to sell (the Sale) substantially all of the Sellers assets (the Assets) to the highest and best qualified bidder (the Successful Bidder). A hearing (the Sale Hearing) will be scheduled by the Bankruptcy Court to consider (i) the sale of the Assets to the Successful Bidder free and clear of liens, claims and encumbrances (except for certain assumed liabilities and permitted encumbrances as more particularly detailed in the Asset Sale Agreement (the Stalking Horse Agreement) between the Sellers and CSHM LLC (the Stalking Horse Bidder), and, (ii) the assumption and assignment of certain of the Sellers executory contracts and unexpired leases in connection with the Sale. At the Sale Hearing, the Sellers will ask that the Bankruptcy Court enter an order (the Sale Order) approving the Sale. PLEASE TAKE FURTHER NOTICE that, pursuant to the proposed Sale Order, the Sellers may assume and assign to the Successful Bidder those executory contracts and unexpired leases listed on Schedule A attached hereto (collectively, the Assigned Contracts), pursuant to section 365 of title 11 of the United States Code (the Bankruptcy Code). For the purposes of this paragraph, the Successful Bidder shall be read to potentially include Potential Bidders (as defined in the Bidding Procedures). PLEASE TAKE FURTHER NOTICE that the Sellers have indicated on Schedule A attached hereto (the Schedule of Contracts) the cure amounts that the Sellers believe must be paid to cure all prepetition defaults under the Assigned Contracts as of [February 20], 2012 (in each instance, the Cure Costs).
The Debtors (with the last four digits of each Debtors federal tax identification number and chapter 11 case number), are: Church Street Health Management, LLC (2335; Case No. 12-01573), Small Smiles Holding Company, LLC (4993; Case No. 12-01574), FORBA NY, LLC (8013; Case No. 12-01575), FORBA Services, Inc. (6506; Case No. 12-01577), EEHC, Inc. (4973; Case No. 12-01576).
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PLEASE TAKE FURTHER NOTICE that any party seeking to (i) object to the validity of the Cure Costs as determined by the Sellers in respect of an Assigned Contract or otherwise assert that any other amounts, defaults, conditions or pecuniary losses must be cured or satisfied under any of the Assigned Contracts in order for such executory contract or lease to be assumed and assigned or (ii) object to the assumption and assignment of any Assigned Contracts on any other basis (including, but not limited to, objections to adequate assurance of future performance by the Successful Bidder), must file with the Bankruptcy Court (contemporaneously with a proof of service), in accordance with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any order of this Court, an objection (an Assumption and Assignment Objection) that must: (a) state with particularity the legal and factual basis for the objection and if practicable, a proposed modification to the terms of the Sale that would resolve such objection, and (b) if applicable, include any and all documentation relied upon by the objector in support of its determination of Cure Costs, setting forth the cure amount the objector asserts to be due, and the specific types and dates of the alleged defaults, pecuniary losses and conditions to assignment and the support therefor, so that such objection is filed no later than 4:00 p.m. Central Standard Time on April 23, 2012 (the Assumption and Assignment Objection Deadline), and such objection shall also be served so the same is actually received on or before the Assumption and Assignment Objection Deadline by (i) the U.S. Trustee, (ii) the Debtors fifty (50) largest unsecured creditors on a consolidated basis or, if a Committee has been appointed, counsel to the Committee, (iii) counsel to the Debtors, Waller Lansden Dortch & Davis, LLP, 511 Union Street, Suite 2700, Nashville, TN 37219, Attn: John C. Tishler, Esq., (iv) co-counsel to the Agent (as defined in the Stalking Horse Agreement), Shearman & Sterling, 599 Lexington Avenue, New York, NY 10022, Attn: Steven E. Sherman, Esq., and Bass, Berry & Sims PLC, 150 Third Avenue South, Suite 2800, Nashville, TN 37201, Attn: Paul G. Jennings, Esq., and (v) co-counsel to the Stalking Horse Bidder, Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New York, NY 10166, Attn: David M. Feldman, Esq. and J. Eric Wise, Esq., and Burr & Forman LLP, 700 Two American Center, 3102 West End Avenue, Nashville, TN 37203, Attn: David W. Houston IV, Esq. (collectively, (i) through (v), the Notice Parties); provided, however, that in the event the Auction results in a Successful Bidder other than the Stalking Horse Bidder (as defined in the Bidding Procedures Order), the Debtors shall file a notice identifying such Successful Bidder with the Court and serve such notice upon each party identified in the Schedule of Contracts, and the deadline for objecting to the assignment of the Assigned Contract to such Successful Bidder on the basis of adequate assurance of future performance shall be the commencement of the Sale Hearing. PLEASE TAKE FURTHER NOTICE that unless an Assumption and Assignment Objection is filed and served before the Assumption and Assignment Objection Deadline, all parties shall (i) be forever barred from objecting to the Cure Costs and from asserting any additional cure or other amounts with respect to the Assigned Contracts, and the Sellers and the Successful Bidder shall be entitled to rely solely upon the Cure Costs; (ii) be deemed to have consented to the assumption and assignment of the Assigned Contracts, and (iii) be forever barred and estopped from asserting or claiming against the Sellers or the Successful Bidder that any additional amounts are due or other defaults exist, that conditions to assignment must be satisfied under such Assigned Contracts or that there is any objection or defense to the assumption and assignment of such Assigned Contracts.

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PLEASE TAKE FURTHER NOTICE that hearing with respect to the Assumption and Assignment Objections may be held at the Sale Hearing or such other date as the Bankruptcy Court may designate that is mutually acceptable to the Sellers, the Successful Bidder and the objecting Assigned Contract counterparty. Where a non-Debtor counterparty to an Assigned Contract files an objection asserting a cure amount higher than the proposed Cure Costs (the Disputed Cure Costs), then (i) to the extent that the parties are able to consensually resolve the Disputed Cure Costs prior to the Sale Hearing, the Sellers shall promptly provide the Successful Bidder notice and opportunity to object to such proposed resolution or (ii) to the extent the parties are unable to consensually resolve the dispute prior to the Sale Hearing, then the amount to be paid under section 365 of the Bankruptcy Code with respect to such Disputed Cure Costs will be determined at the Sale Hearing or at such other date and time as may be fixed by this Court. PLEASE TAKE FURTHER NOTICE that if you agree with the Cure Costs indicated on Schedule A and otherwise do not object to the Sellers assignment and assumption of your executory contract or unexpired lease, you need not take any further action. PLEASE TAKE FURTHER NOTICE that the Sellers decision to assume and assign the Assigned Contracts is subject to Bankruptcy Court approval and the consummation of the Sale of the Assets. Accordingly, the Sellers shall be deemed to have assumed and assigned each of the Assigned Contracts as of the date of, and effective only upon, the closing of the Sale of the Assets, and absent such closing, each of the Assigned Contracts shall neither be deemed assumed nor assigned and shall in all respects be subject to further administration under the Bankruptcy Code. Inclusion of any document on the list of Assigned Contracts shall not constitute or be deemed to be a determination or admission by the Sellers or the Successful Bidder that such document is, in fact, an executory contract or unexpired lease within the meaning of the Bankruptcy Code, all rights with respect thereto being expressly reserved. For the purposes of this paragraph, Successful Bidder shall be read to potentially include Potential Bidders. Dated: Nashville, Tennessee _____ __, 2012 Respectfully submitted, WALLER LANSDEN DORTCH & DAVIS, LLP __________________________________________ John C. Tishler, BPR No. 13441 Katie G. Stenberg, BPR No. 22301 Robert P. Sweeter, BPR No. 28859 511 Union Street, Suite 2700 Nashville, TN 37219 Telephone: (615) 244-6380 Facsimile: (615) 244-6804 Email: john.tishler@wallerlaw.com katie.stenberg@wallerlaw.com robert.sweeter@wallerlaw.com Counsel to the Debtors and Debtors-in-Possession
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SCHEDULE A List of Executory Contracts and Unexpired Leases Potentially to Be Assumed and Assigned at Closing

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